61 Robinson Pte Ltd v Viva Capital (SG) Pte Ltd: Winding Up Application for Unpaid Rent

In the case of 61 Robinson Pte Ltd v Viva Capital (SG) Pte Ltd, the High Court of Singapore allowed the claimant's application for a winding up order against the defendant, Viva Capital, due to its inability to pay debts under s 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018. The primary legal issue was whether an oral agreement to terminate a lease agreement existed. The court found no triable issue and granted the winding up order.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Application allowed

1.3 Case Type

Insolvency

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Winding up application allowed against Viva Capital for failure to pay debts. The court found no triable issue regarding an alleged oral termination of the lease agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Viva Capital (SG) Pte LtdDefendantCorporationWinding up order madeLost
61 Robinson Pte LtdClaimantCorporationApplication allowedWon

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Tan Heng ThyeCSP Legal LLC
Hing Shan Shan BlossomDrew & Napier LLC
Chin Tian Hui JoshuaDrew & Napier LLC
Clarie Ong Bee SimDrew & Napier LLC

4. Facts

  1. The claimant is the registered owner of the property located at 61 Robinson Road, Singapore.
  2. The defendant leased a unit in the property from the claimant.
  3. The lease agreement contained a no-oral modification clause.
  4. The defendant claimed the lease agreement was terminated by oral agreement.
  5. The claimant denied the existence of a termination agreement.
  6. The defendant failed to pay outstanding rent and service charges.
  7. The claimant issued a statutory demand for the outstanding debt.

5. Formal Citations

  1. 61 Robinson Pte Ltd v Viva Capital (SG) Pte Ltd, Companies Winding Up No 138 of 2023, [2023] SGHC 315

6. Timeline

DateEvent
Letter of offer dated for the lease of unit #18-01 of 61RR
Lease agreement dated in respect of the Office Unit
Letter of offer dated for the lease of units #01-01 and #01-02 of 61RR
Letter of offer dated for the lease of units #05-01 to #05-04 of 61RR
Meeting between the parties
Robson’s rights under the Lease Agreement were assigned to the claimant
Deed of surrender executed with respect to the Café Unit
Deed of surrender executed with respect to the Gallery Unit
Rent and Service Charge for the lease of the Office Unit for the period from 1 January 2023 to 30 June 2023
Claimant was aware of the Debt being disputed
Statutory demand issued
Judgment delivered

7. Legal Issues

  1. Termination of Lease Agreement
    • Outcome: The court held that there was no triable issue that the Lease Agreement was terminated by an oral agreement.
    • Category: Substantive
    • Sub-Issues:
      • Oral Agreement
      • No-Oral Modification Clause
    • Related Cases:
      • [2021] 2 SLR 153
  2. Inability to Pay Debts
    • Outcome: The court deemed the defendant unable to pay its debts pursuant to s 125(2)(a) of the IRDA.
    • Category: Substantive

8. Remedies Sought

  1. Winding up order

9. Cause of Actions

  • Winding up
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Pacific Recreation Pte Ltd v S Y Technology Inc and another appealCourt of AppealYes[2008] 2 SLR(R) 491SingaporeCited for the principle that a debtor company must raise triable issues by adducing evidence that supports its contention that there is a substantial and bona fide dispute to avoid a winding up order.
Charles Lim Teng Siang and another v Hong Choon Hau and anotherCourt of AppealYes[2021] 2 SLR 153SingaporeCited for the principle that a no-oral modification clause raises a rebuttable presumption that, in the absence of an agreement in writing, there would be no variation of the underlying contract.
SCP Holdings Pte Ltd v I Concept Global Growth Fund and another matterHigh CourtNo[2023] SGHC 269SingaporeCited for considering the time taken to prepare the relevant documentation as a factor in negating an account of an oral agreement.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Section 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding up
  • Lease Agreement
  • No-Oral Modification Clause
  • Statutory Demand
  • Debt
  • Termination Agreement

15.2 Keywords

  • Winding up
  • Insolvency
  • Lease agreement
  • Singapore
  • Contract law

17. Areas of Law

Area NameRelevance Score
Winding Up95
Insolvency Law90
Contract Law60
Company Law50

16. Subjects

  • Insolvency
  • Contract Law
  • Commercial Law